INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

In light of the above, the Issuer, the Issuing and Paying Agent and the Clearing Systems have
arranged certain procedures to facilitate the collection of information concerning the identity
and country of residence of Beneficial Owners (either non-Spanish resident or CIT taxpayers)
holding through a Qualified Institution through and including the close of business on the first
business day prior to each relevant Payment Date. The delivery of such information, while the
Notes are in global form, will generally be made through the participants in the relevant
Clearing System. The Issuer will withhold tax at the then-applicable rate (currently 18 per
cent.) from any payment on any principal amount of Notes as to which the required information
has not been provided or the required procedures have not been followed. Release of withheld
amounts for investors for which the appropriate information has been delivered and properly
confirmed, will be accomplished in accordance with the procedures set forth in Appendix 1 of
this Information Memorandum.
The procedures set forth in Appendix 1 of this Information Memorandum are intended to
identify Beneficial Owners who are (i) corporations resident in Spain for tax purposes, or (ii)
individuals or entities not resident in Spain for tax purposes, that do not act with respect to the
Notes through a permanent establishment in Spain.
These procedures are designed to facilitate the collection of certain information concerning the
identity and country of residence of the Beneficial Owners mentioned in the preceding
paragraph (who therefore are entitled to receive income in respect of the Notes free and clear of
Spanish withholding taxes) who are participants in the Clearing System or hold their interests
through participants in the Clearing System, provided in each case, that the relevant Clearing
System participant is a Qualified Institution.
Beneficial Owners who are entitled to receive income in respect of the Notes free of any
Spanish withholding taxes but who do not hold their Notes through a Qualified Institution will
have Spanish withholding tax withheld from such income paid with respect to their Notes at the
then-applicable rate (currently 18 per cent.). In that event, such Beneficial Owners may follow,
if applicable, the Quick Refund Procedures set forth in Article II of Appendix 1 to this
Information Memorandum or the direct refund procedure set forth in Article III of Appendix 1
of this Information Memorandum in order to have such withheld amounts refunded.
A detailed description of the procedures to be followed by participants in the Clearing System
is set forth in Appendix 1 to this Information Memorandum. Pending the enactment of
secondary legislation to implement the amendments to Additional Provision Two of Law
13/1985 contemplated by Law 4/2008 and in accordance with the consultations from the
General Directorate of Taxation dated 20 January 2009, the current procedures will continue to
be applied by the ICSDs.
Investors should note that neither the Issuer, the Issuing and Paying Agent nor any
Dealer accepts any responsibility relating to the procedures established for the collection
of information concerning the identity and country of residence of Beneficial Owners.
Accordingly, neither the Issuer, the Issuing and Paying Agent nor any Dealer will be
liable for any damage or loss suffered by any Beneficial Owner who would otherwise be
entitled to an exemption from Spanish withholding tax but whose income payments are
nonetheless paid net of Spanish withholding tax either because these procedures prove
ineffective or because the relevant Clearing System operators or participants fail to
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